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NON-CIRCUMVENTION AND BROKERS AGREEMENT

This NON-CIRCUMVENTION AND BROKERS AGREEMENT is entered into, this 08th


day of June 2017 at Makati City, Philippines, by and between:

KHALANI HOLDINGS, INC., a corporation duly organized and existing under and by virtue
of the Corporation Code of the Philippines and other related laws, with principal place of
business situated at the 2/F Luis Hervas Building, #57 Ledesma Street, Iloilo City 5000
Philippines duly represented by Mr. Jobert L. Evidente, its President and authorized
representative per Secretarys Certificate issued by Attorney Edurado T. Reyes, III, corporate
secretary of Khalani Holdings, Inc. dated Friday June 08, 2017 hereinafter to be known as the
FIRST PARTY,

- And

Ms. Cristina E. Galea, doing business under CRISMIKE SHIP SUPPLY & MARINE
SERVICES a company legally organized in the Philippines with principal place of business
situated at 16 Masthead St. Fourth Estate Paraaque City Manila Philippines duly registered and
licensed to do business in Paraaque City, Philippines, herein represented by Ms.Cristina E.
Galea its President and authorized representatives shown by her authority granted by per Board
Resolution dated ________, hereinafter to be known as the SECOND PARTY. The following
names are her subordinate that will help in selling MAHA CEMENT and TYPE 1 PORTLAND
CEMENT in the Philippines: Arnel Driz, Rico Dela Cruz and Rowena Dizon.

RECITALS

WHEREAS: The FIRST PARTY is the EXCLUSIVE IMPORTER/DISTRIBUTOR in


the entire Philippine Archipelago, of MAHA CEMENT which is owned and manufactured by
MY HOMES INDUSTRIES PRIVATE LIMITED, the manufacturer of the cement product duly
licensed to do so by the Country of India and is the exclusive trademark holder of the brand
name MAHA CEMENT.

WHEREAS: The Subordinate of the SECOND PARTY will have a Commission Rate of
5.00php ( FIVE PHILIPPINE PESO) per sold bag of MAHA CEMENT and TYPE 1
PORTLAND CEMENT.

WHEREAS: The SECOND PARTY is interested in acting as a broker or buyers agent


and/or representative for organizations and entities with the intent to purchase TYPE 1
PORTLAND CEMENT.

WHEREAS, the FIRST PARTY will authorize the SECOND PARTY to be the formers
agent/ broker, solely limited to being a broker or middleperson for purposes of looking for, and
finding a fit, suitable and capable buyer of MAHA CEMENT;
WHEREFORE, premises considered, the parties agree on the foregoing brokers fee
arrangement, subject to the following terms and conditions, to wit:

COMPENSATION FOR SERVICES

The SECOND PARTY, agrees that the fees and commissions stated to be confirmed per bag
of cement, are brokers commission which are primordially conditioned upon the successful
efforts of: 1. Bringing together a fit, suitable and competent buyer who will purchase MAHA
CEMENT from the FIRST PARTY; and 2. The Transaction of purchase or sale of MAHA
CEMENT is consummated by delivery and payment in full. Both conditions must concur in
order that the

SECOND PARTY receives an entitlement over the brokers commission stated;


The fees paid are not compensation arising out of employer-employee relationship but, are
Brokers or Agency relationship subject to the conditions in the preceding paragraph and are
deemed irrevocable, irretrievable. The fees will be free of legal impediment and free of any
deductions, excluding bank transfer fees and routine banking delays, for this and all subsequent
transactions.

The FIRST PARTY confirms that all pay orders shall be issued via bank check addressed to
the SECOND PARTY within 5 (Five) days after the date of closing and completion of each
and every shipment of the product during the contract term until the total contract amount has
been sold in full, including all subsequent extensions, additions, rollovers, modifications or
renewals thereof.

The FIRST PARTY agrees that if it attempts to circumvent, bypass, alter or change this
agreement (or the spirit of this agreement) by changing or causing to be changed or having
knowledge of any changes to the transaction numbers in this agreement to willfully and
knowingly avoid paying the fees owed to SECOND PARTY, SECOND PARTY will have
a right to contact the buyer, and forthwith command a Cease & Desist order and any further
purchases or transactions will be halted. If any of the events in the above preceding paragraph
occur, the FIRST PARTY understands and agrees that it will be excluded from conducting
business with Buyers who were introduced by the SECOND PARTY at any time in the
future.

The FIRST PARTY understands and agrees that this order includes this existing agreement.
The FIRST PARTY also agrees to pay restitution to SECOND PARTY in the full amount
equivalent to the losses or unearned income that would have been paid had not an avoidance of
payment, circumvention, alteration, or change of the transaction (or code) number(s) occurred
because if the unjustified actions of the FIRST PARTY.
In turn, any premature, unjustified, unlawful or whimsical or capricious CEASE and DESIST
order by the SECOND PARTY over orders from her/ its buyers introduced, that results into
losses, pecuniary or estimable, on the FIRST PARTY, shall warrant liability for restitution
from the SECOND PARTY for the actual amount of the losses including all consequential
damages and attorneys fees.

DISBURSEMENT OF FEES TO BE AS FOLLOWS:

The amount of brokers commission shall be confirmed by Commission Payment to the


SECOND PARTY within Five (5) banking days after the purchase is completed. Commission
Payment will be based on the quantity of TYPE 1 PORTLAND CEMENT purchased from
FIRST PARTY by the buyers upon a successful transaction of sale, which must have been
fully consummated by delivery and payment.

METHOD OF PAYMENT: Bank Check

The Payment Order is unconditional, assignable and divisible to beneficiaries, heirs and
assignees upon written notices to all parties concerned. Both Parties agree not to circumvent,
avoid, bypass or obviate each other directly or indirectly to avoid payment of commissions or
fees in any transaction pending, or in the future, for as long as a contract shall remain in force
between the two parties.

STRICT CONFIDENTIALITY. At no time shall either party disclose or otherwise reveal to


any third party any confidential information, code or reference and or any such information
which one, the other, or both, obtained, procured, or otherwise came within their knowledge as a
result of, or arising directly or indirectly, out of this agreement, whether advised in writing or
not, to the other party as being confidential or privileged without the formal written permission
of the other party. This agreement includes by reference and incorporates the Standard
International Non-Circumvention Agreement and conditions as set forth by the International
Chamber of Commerce (ICC Publication 500, revised 1994) and is to be applied to any and all
transactions between both parties perpetually.

EXCLUSIVE VENUE. Any dispute or controversy arising out of the enforcement or execution
or violation of any of the foregoing terms and conditions shall be only filed, to the exclusion of
all other courts, in the proper courts in Iloilo City unless the FIRST PARTY decides to waive
this exclusivity provision.
IN WITNESS WHEREOF, parties hereunto sign this Contract this ________ day of
___________________ at

CRISMIKE SHIP SUPPLY & MARINE SERVICES


By: CRISTINA E. GALEA

___________________________

By: Arnel Driz

___________________________

By: Rico Dela Cruz

___________________________

By: Rowena Dizon

___________________________

KHALANI HOLDINGS, INC.


By: JOBERT L. EVIDENTE

__________________________
Witnesses:

___________________ ________________________
(Printed name & Signature) (Printed name & Signature)
I.D. NO./Date: _____________ I.D. No./Date: ______________

REPUBLIC OF THE PHILIPPINES


Xx-----------------------------------------------xX

ACKNOWLEDGMENT

BEFORE ME personally appeared this _____ day of ________________ at


_______________________________________________, the above-named persons who
presented to me their above indicated I.D.s and the above-witnesses who are personally known to
me or identified by me through competent evidence of identity as defined by the Rules on
Notarial Practice pursuant to Supreme Court En Banc A.M. No. 02-8-13 SC Resolution. That the
herein persons represented to me that the signatures on this instrument or document were
voluntarily affixed by them as their free and voluntary act and deed as they avowed under
penalty of law to the whole truth of the contents of the foregoing.

WITNESS MY HAND AND SEAL on the date and place first above-written.

______________________
Notary Public

Doc. No. ______;


Page No. ______;
Book No. ______;
Series of 2017.